Attached files
file | filename |
---|---|
S-1 - FORM S-1 - ECA Marcellus Trust I | l42148sv1.htm |
EX-8.1 - EX-8.1 - ECA Marcellus Trust I | l42148exv8w1.htm |
EX-23.1 - EX-23.1 - ECA Marcellus Trust I | l42148exv23w1.htm |
EX-23.4 - EX-23.4 - ECA Marcellus Trust I | l42148exv23w4.htm |
EXHIBIT 5.1

March 11, 2011
ECA Marcellus Trust I
c/o Energy Corporation of America
4643 South Ulster Street, Suite 1100
Denver, Colorado 80237
c/o Energy Corporation of America
4643 South Ulster Street, Suite 1100
Denver, Colorado 80237
Re: ECA Marcellus Trust I |
Ladies and Gentlemen:
We have acted as special Delaware counsel for ECA Marcellus Trust I, a Delaware statutory
trust (the Trust), in connection with the matters set forth herein. At your request, this opinion
is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our examination of documents has
been limited to the examination of originals, copies or forms of the following:
(a) The Certificate of Trust of the Trust, as filed in the office of the Secretary of State of
the State of Delaware (the Secretary of State) on March 19, 2010 (the Certificate);
(b) The Amended and Restated Trust Agreement, dated as of July 7, 2010, by and among Energy
Corporation of America, a West Virginia corporation (the Company), The Corporation Trust Company
(the Delaware Trustee) and The Bank of New York Mellon Trust Company, N.A., as trustee (as so
amended and restated, the Trust Agreement);
(c) A certificate of an officer of the Company, certifying as to (a) and (b) above;
(d) The Registration Statement on Form S-1, including the preliminary prospectus dated
March 11, 2011 (the Preliminary Prospectus), relating to the registration of Common Units for sale to
the public, filed by ECA and the Trust with the Securities and Exchange Commission (the SEC) on
or about March 11, 2011 (the Registration Statement);
(e) A Certificate of Good Standing for the Trust, dated March 11, 2011, obtained from the
Secretary of State.
Capitalized terms used herein and not otherwise defined are used as defined in the Trust
Agreement.
One
Rodney Square 920 North King Street
Wilmington, DE 19801 Phone: 302-651-7700 Fax: 302-651-7701
www.rlf.com
ECA Marcellus Trust I
March 11, 2011
Page 2
March 11, 2011
Page 2
For purposes of this opinion, we have not reviewed any documents other than the documents
listed in paragraphs (a) through (e) above. In particular, we have not reviewed any document
(other than the documents listed in paragraphs (a) through (e) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed that there exists no
provision in any document that we have not reviewed that is inconsistent with the opinions stated
herein. We have conducted no independent factual investigation of our own but rather have relied
solely upon the foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be true, complete and
accurate in all material respects.
With respect to all documents examined by us, we have assumed (i) the authenticity of all
documents submitted to us as authentic originals, (ii) the conformity with the originals of all
documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Trust Agreement and the Certificate
are in full force and effect and have not been amended, (ii) except to the extent provided in
paragraph 1 below, that each of the parties to the documents examined by us has been duly created,
organized or formed, as the case may be, and is validly existing in good standing under the laws of
the jurisdiction governing its creation, organization or formation, (iii) the legal capacity of
natural persons who are signatories to the documents examined by us, (iv) that each of the parties
to the documents examined by us has the power and authority to execute and deliver, and to perform
its obligations under, such documents, and that the Delaware Trustee satisfies the requirements of
Section 3807(a) of the Act (as defined below), (v) that each of the parties to the documents
examined by us has duly authorized, executed and delivered such documents, (vi) that each party has
complied with all of the obligations and satisfied all of the conditions on its part to be
performed or satisfied pursuant to the documents examined by us and that any amendment or
restatement of any document reviewed by us has been accomplished in accordance with, and was
permitted by, the relevant provisions of said document prior to its amendment or restatement from
time to time, (vii) that each Person to whom a Common Unit is to be issued by the Trust
(collectively, the Trust Unit Holders) will be issued a Common Unit pursuant to the terms of the
Trust Agreement, and (viii) that the Common Units will be issued and sold to the Trust Unit Holders
in accordance with the Trust Agreement and Registration Statement. We have not participated in the
preparation of the Registration Statement and assume no responsibility for its contents.
This opinion is limited to the laws of the State of Delaware (excluding the securities laws
and blue sky laws of the State of Delaware), and we have not considered and express no
opinion on the laws of any other jurisdiction, including federal laws and rules and
regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and
rules, regulations and orders thereunder that are currently in effect.
Based upon the foregoing, and upon our examination of such questions of law and statutes of
the State of Delaware as we have considered necessary or appropriate, and subject to the
assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion
that:
ECA Marcellus Trust I
March 11, 2011
Page 3
March 11, 2011
Page 3
1. The Trust has been duly created and is validly existing in good standing as a statutory
trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq.
(the Act).
2. The Common Units, when issued, will represent valid and, subject to the qualifications set
forth in paragraph 3 below, legally issued, fully paid and nonassessable undivided beneficial
interests in the assets of the Trust.
3. The Trust Unitholders, as beneficial owners of the Trust, are entitled to the same
limitation of personal liability extended to stockholders of private corporations for profit
organized under the General Corporation Law of the State of Delaware. We note that the Trust
Unitholders may be obligated to make payments as set forth in the Trust Agreement.
We consent to the filing of this opinion with the SEC as an exhibit to the Registration
Statement. In addition, we hereby consent to the use of our name under the heading Legal Matters
in the Registration Statement. In giving the foregoing consents, we do not thereby admit that we
come within the category of Persons whose consent is required under Section 7 of the Securities Act
of 1933, as amended, or the rules and regulations of the SEC thereunder. Except as stated above,
without our prior written consent, this opinion may not be furnished or quoted to, or relied upon
by, any other Person for any purpose.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.
/s/ Richards, Layton & Finger, P.A.
TJH/nebg